Exhibit 10.1
CONFORMED COPY
▇ ▇ ▇ ▇ ▇ ▇ ▇ ▇ ▇▇▇▇▇▇▇▇ CHANCE LLP
C H A N C E [LOGO]
SYNDICATION AND AMENDMENT AND RESTATEMENT AGREEMENT
Dated 23 May 2007
for
FLEXSYS HOLDING B.V.
the Company
arranged by
KBC BANK NV.
AND
CITIGROUP GLOBAL MARKETS LIMITED
WITH
KBC BANK N.V.
acting as Agent
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RELATING TO A SECURED FACILITIES AGREEMENT
DATED 27 APRIL 2007
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CONFORMED COPY
CONTENTS
CLAUSE PAGE
1. Definitions And Interpretation.............................................................3
2. Conditions Precedent.......................................................................4
3. Representations............................................................................4
4. Transfer By Novation.......................................................................4
5. Restatement................................................................................7
6. Security Documents.........................................................................8
7. Guarantee..................................................................................8
8. Designated Entities........................................................................9
9. Fees, Costs And Expenses...................................................................9
10. Consents And Waivers.......................................................................9
11. Indemnity.................................................................................10
12. Miscellaneous.............................................................................10
13. Governing Law.............................................................................10
Schedule 1 The Parties...............................................................deleted
Part I The Obligors............................................................................deleted
Part Ii The Existing Lenders...................................................................deleted
Part Iii The New Lenders.......................................................................deleted
Schedule 2 The Lenders...............................................................deleted
Schedule 3 Conditions Precedent And Conditions Subsequent............................deleted
Part I Conditions Precedent....................................................................deleted
Part II Conditions Subsequent..................................................................deleted
Schedule 4 Restated Agreement...............................................See Exhibit 10.2
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THIS AGREEMENT is dated 23 May 2007 and made between:
(1) FLEXSYS HOLDING B.V. a private company with limited liability
incorporated under the laws of The Netherlands having its seat in
Deventer, The Netherlands and its registered office at ▇▇▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇, ▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ and registered with the
Chamber of Commerce under number 3802104 (the "COMPANY");
(2) THE SUBSIDIARIES of the Company listed in Part I of Schedule 1 as
borrowers (together with the Company, the "BORROWERS");
(3) THE ENTITIES of the Company listed in Part I of Schedule 1 as
guarantors (together with the Company, the "GUARANTORS");
(4) KBC BANK N.V. and CITIGROUP GLOBAL MARKETS LIMITED as mandated lead
arrangers (whether acting individually or together the "ARRANGER");
(5) THE FINANCIAL INSTITUTIONS listed in Part II of Schedule 1 as existing
lenders (the "EXISTING LENDERS");
(6) THE FINANCIAL INSTITUTIONS listed in Part III of Schedule 1 as new
lenders (the "NEW LENDERS");
(7) KBC BANK N.V. as agent of the other Finance Parties (the "AGENT"); and
(8) KBC BANK N.V. as security agent and/or as security trustee for the
Secured Parties (the "SECURITY TRUSTEE").
IT IS AGREED as follows:
1. DEFINITIONS AND INTERPRETATION
1.1 DEFINITIONS
In this Agreement:
"EFFECTIVE DATE" means the date specified by the Agent on not less
than 3 Business Days' notice as the day on which the New Lenders must
fund their respective participation in each Loan and the Existing
Lenders must novate their respective Commitments to the New Lenders in
accordance with Schedule 2 (The Lenders).
"ORIGINAL FACILITY AGREEMENT" means the USD 200,000,000 Multicurrency
Term and Revolving Facilities Agreement dated 27 April 2007 between
the Company, the Original Borrowers, the Original Guarantors, the
Agent, the Arranger and the Existing Lenders.
"RESTATED AGREEMENT" means the Original Facility Agreement, as amended
by this Agreement, the terms of which are set out in Schedule 4
(Restated Agreement).
1.2 INCORPORATION OF DEFINED TERMS
(a) Unless a contrary indication appears, a term defined in any
other Finance Document has the same meaning in this Agreement.
(b) The principles of construction set out in the Original
Facility Agreement shall have effect as if set out in this
Agreement.
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1.3 CLAUSES
In this Agreement any reference to a "Clause" or a "Schedule" is,
unless the context otherwise requires, a reference to a Clause or a
Schedule to this Agreement.
1.4 THIRD PARTY RIGHTS
A person who is not a party to this Agreement has no right under the
Contracts (Rights of Third Parties) ▇▇▇ ▇▇▇▇ to enforce or to enjoy
the benefit of any term of this Agreement.
1.5 DESIGNATION
In accordance with the Original Facility Agreement, each of the
Company and the Agent designates this Agreement as a Finance Document.
2. CONDITIONS PRECEDENT
The provisions of Clause 4 (Transfer by Novation) and Clause 5
(Restatement) shall be effective only if, not later than three
Business Days before the Effective Date, the Agent has received all
the documents and other evidence listed in Schedule 3 (Conditions
Precedent) in form and substance satisfactory to the Agent. The Agent
shall notify the Company, the Existing Lenders and the New Lenders
promptly upon being so satisfied.
3. REPRESENTATIONS
The Repeating Representations are deemed to be made by each Obligor
(by reference to the facts and circumstances then existing) on:
(a) the date of this Agreement; and
(b) the Effective Date.
4. TRANSFER BY NOVATION
4.1 TRANSFER BY NOVATION
On the Effective Date (whether or not a Default is continuing) each
Existing Lender shall transfer by novation all or part of its
Commitment, rights and obligations under the Finance Documents to a
New Lender, so that:
(a) each New Lender will become a Lender under the Restated
Agreement with a Facility A Commitment and Facility B
Commitment as set out in the relevant columns opposite its
name in Schedule 2 (The Lenders);
(b) each Existing Lender's Facility A Commitment and Facility B
Commitment shall be reduced to the respective amount set out
in the relevant columns opposite its name in Schedule 2 (The
Lenders);
(c) each New Lender will become a Lender under the Restated
Agreement with a participation in each Loan as notified to it
by the Agent pursuant to paragraphs (a) and (d) of Clause 4.6
(Lenders' participations); and
(d) each Existing Lender's participation in each Loan shall be as
notified to it by the Agent pursuant to paragraphs (a) and (d)
of Clause 4.6 (Lenders' participations).
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4.2 PROCEDURE FOR TRANSFER BY NOVATION
The transfer by novation set out in Clause 4.1 (Transfer by Novation)
shall take effect on the Effective Date so that:
(a) to the extent that in Clause 4.1 (Transfer by Novation) each
Existing Lender seeks to transfer by novation its rights and
obligations under the Finance Documents each of the Obligors
and each Existing Lender shall be released from further
obligations towards one another under the Finance Documents
and their respective rights against one another under the
Finance Documents shall be cancelled (being the "DISCHARGED
RIGHTS AND OBLIGATIONS");
(b) each of the Obligors and each New Lender shall assume
obligations towards one another and/or acquire rights against
one another which differ from the Discharged Rights and
Obligations only insofar as that Obligor and the relevant New
Lender have assumed and/or acquired the same in place of that
Obligor and that Existing Lender;
(c) the Agent, the Arranger, each New Lender and other Lenders
shall acquire the same rights and assume the same obligations
between themselves as they would have acquired and assumed had
the New Lender been an Existing Lender with the rights and/or
obligations acquired or assumed by it as a result of the
transfer and to that extent the Agent, the Arranger and the
relevant Existing Lender shall each be released from further
obligations to each other under the Finance Documents; and
(d) each New Lender shall become a Party as a "Lender"; and
(e) the Issuing Bank and each New Lender shall acquire the same
rights and assume the same obligations between themselves as
they would have acquired and assumed had the New Lender been
an Original Lender with the rights and/or obligations acquired
or assumed by it as a result of the transfer by novation and
to that extent the Issuing Bank and the relevant Existing
Lender shall each be released from further obligations to each
other under the Finance Documents.
4.3 AMOUNTS DUE ON OR BEFORE THE EFFECTIVE DATE
Any amounts payable to the Existing Lenders by the Obligors pursuant
to any Finance Document on or before the Effective Date (including,
without limitation, all interest, fees and commission payable on the
Effective Date) in respect of any period ending on or prior to the
Effective Date shall be for the account of the Existing Lenders and
none of the New Lenders shall have any interest in, or any rights in
respect of, any such amount.
4.4 LIMITATION OF RESPONSIBILITY OF EXISTING LENDERS
(a) Each New Lender confirms to each Existing Lender and the other
Finance Parties that it:
(i) has received a copy of the Original Facility Agreement
together with such other information as it has
required in connection with this transaction;
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(ii) has made (and shall continue to make) its own
independent investigation and assessment of the
financial condition and affairs of each Obligor and
its related entities in connection with its
participation in this Agreement and the Restated
Agreement and has not relied exclusively on any
information provided to it by any Existing Lender in
connection with any Finance Document; and
(iii) will continue to make its own independent appraisal of
the creditworthiness of each Obligor and its related
entities whilst any amount is or may be outstanding
under the Finance Documents or any Commitment is in
force.
(b) Unless expressly agreed to the contrary, the Existing Lenders
make no representation or warranty and assume no
responsibility to the New Lenders for:
(i) the legality, validity, effectiveness, adequacy or
enforceability of the Finance Documents or any other
documents;
(ii) the financial condition of any Obligor;
(iii) the performance and observance by any Obligor of its
obligations under the Finance Documents or any other
documents; or
(iv) the accuracy of any statements (whether written or
oral) made in or in connection with the Finance
Documents or any other document, and any
representations or warranties implied by law are
excluded.
(c) Nothing in any Finance Document obliges any Existing Lender
to:
(i) accept a re-transfer from any New Lender of any of the
rights and obligations transferred by novation under
this Agreement; or
(ii) support any losses directly or indirectly incurred by
a New Lender by reason of the non-performance by any
Obligor of its obligations under the Finance Documents
or otherwise.
4.5 ADMINISTRATIVE DETAILS
Each New Lender confirms that it has delivered to the Agent its
Facility Office details and address, fax number and attention details
for the purposes of Clause 35 (Notices) of the Restated Agreement.
4.6 LENDERS' PARTICIPATIONS
(a) The Agent shall notify each Existing Lender and each New
Lender of the Base Currency Amount, the amount and currency of
each Loan requested, pursuant to a Utilisation Request, to be
made on the Effective Date and the amount of its participation
in that new Loan not later than 3.00p.m. three Business Days
before the Effective Date.
(b) The amount of each Existing Lender's and each New Lender's
participation in each new Loan referred to in paragraph (a) of
this Clause 4.6 (Lenders'
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participations) will be equal to the proportion borne by its
Available Commitment to the Available Facility immediately
prior to the making of the Loan.
(c) Each Existing Lender and each New Lender shall make its
participation in each Loan referred to in paragraph (a) of
this Clause 4.6 (Lenders' participations) available by the
Effective Date through its Facility Office.
(d) The Agent shall notify each Existing Lender and each New
Lender of the Base Currency Amount (if applicable), the amount
and currency of each Facility A Loan which was made before the
Effective Date and which is to continue to be outstanding on
the Effective Date and the amount and currency of its
participation in that Facility A Loan by 3.00pm three Business
Days before the Effective Date.
(e) The amount of each Existing Lender's and each New Lender's
participation in each Facility A Loan referred to in paragraph
(d) of this Clause 4.6 (Lenders' participations) will be equal
to the proportion borne by its Facility A Commitment to the
Total Facility A Commitments on the Effective Date.
(f) Each New Lender shall make its participation in each Facility
A Loan referred to in paragraph (d) of this Clause 4.6
(Lenders' participations) available by the Effective Date
through its Facility Office for distribution by the Agent to
the Existing Lenders in order to ensure that the
participations of the Existing Lenders in each such Facility A
Loan are equal to the amounts notified to them by the Agent
under paragraph (e) of this Clause 4.6 (Lenders'
participations).
(g)
(i) Each Existing Lender and each New Lender required to
make a payment under this Agreement shall make the
same available to the Agent for value on the due date
at the time and in such funds specified by the Agent
as being customary at the time for settlement of
transactions in the relevant currency in the place of
payment.
(ii) Payment shall be made to such account in the principal
financial centre of the country of that currency (or,
in relation to euro, in a principal financial centre
in a Participating Member State or London) with such
bank as the Agent specifies.
5. RESTATEMENT
5.1 RESTATEMENT OF THE ORIGINAL FACILITY AGREEMENT
With effect from the Effective Date the Original Facility Agreement
shall be amended and restated so that it shall be read and construed
for all purposes as set out in Schedule 4 (Restated Agreement).
5.2 CONTINUING OBLIGATIONS
The provisions of the Original Facility Agreement and the other
Finance Documents shall, save as amended by this Agreement, continue
in full force and effect.
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6. SECURITY DOCUMENTS
6.1 With effect from the Effective Date the benefit of each Security
Document shall be maintained in favour of the New Lenders, without
prejudice to paragraph (a) of Clause 26.4 (Limitation of
responsibility of Existing Lenders) of the Original Facility
Agreement.
6.2 Without prejudice to the wording of the Secured Liabilities in the
Security Documents and thus insofar as necessary, both the Existing
Lenders and the New Lenders expressly reserve the rights, powers,
privileges and actions that they enjoy under any Security Documents
governed by French and Belgian law in favour of the New Lenders, in
accordance with the provisions of article 1278 et seq. of the French
and Belgian Code civil.
6.3 With respect to the Security Documents governed by Italian law, any
transfer made under the Original Facility Agreement by way of English
law novation shall be construed under Italian law as a successione a
titolo particolare and shall not entail under Italian law a novazione
of (or have an effectto novativo on) the Original Facility Agreement.
6.4 Each New Lender hereby confirms that it has received a copy of each of
the Security Documents which are governed by German law and are
pledges, is aware of their contents and hereby expressly consents to
the declarations of the Security Trustee made on behalf of each New
Lender as future pledge in such Security Documents.
6.5 With regards to the Security Documents governed by Brazilian law:
(a) Flexsys Industria e Comercio Ltda. and the other Parties
hereto expressly acknowledge and agree that, in light of
Brazilian law, this Agreement shall not be deemed as a
novation (novacao) of their obligations or rights under the
Original Facility Agreement; and
(b) Flexsys Industria e Comercio Ltda. expressly acknowledges and
agrees that the Security granted under the Security Documents
governed by Brazilian law shall remain in full force and
effect.
7. GUARANTEE
Each Obligor acknowledges the proposed amendments to the Original
Facility Agreement and confirms for the benefit of the Finance Parties
that the guarantee constituted by Clause 20 (Guarantee and Indemnity)
of the Original Facility Agreement and the Transaction Security that
it has granted in connection with the Original Facility Agreement
shall (subject to the limitations set out in Clause 20 (Guarantee and
Indemnity) of the Original Facility Agreement or in the relevant
Security Documents) remain in full force and effect notwithstanding
any increase in the Commitments and the designation of any new
document as a Finance Document or any additions, amendments, novation,
substitution, or supplements of or to the Finance Documents in
relation to any Obligor and that the guarantee constituted by Clause
20 (Guarantee and Indemnity) of the Original Facility Agreement and
all restrictions agreed to thereunder and in that respect extends to
any new obligations assumed by any Obligor under any amended or new
Finance Documents and continue to secure the obligations of the
Obligors under the
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Finance Documents, including in relation to the increased Total
Commitments made available thereunder.
8. DESIGNATED ENTITIES
Where a Lender (each a "DESIGNATING LENDER") has designated in the
signature pages to this Agreement an Affiliate of itself (each a
"DESIGNATED ENTITY") as its Facility Office for the purposes of
participating in or making Loans to a particular Borrower, the Parties
unconditionally and irrevocably agree that such Designated Entity
shall:
(a) not have any Commitment (which shall remain with the
Designating Lender);
(b) be entitled to all rights and benefits (other than voting
rights which shall remain with the Designating Lender) under
this Agreement relating to its participation in any Loan to
such a Borrower; and
(c) have the corresponding duties of a Lender in relation to such
Loans, and shall be a party to this Agreement for that
purpose.
Such Designating Lender shall procure, subject to the terms of this
Agreement, that the Designated Entity participates in a Loan to such a
Borrower in place of the Designating Lender and the Parties shall be
entitled to treat such Designated Entity as a Lender accordingly.
9. FEES, COSTS AND EXPENSES
9.1 TRANSACTION EXPENSES
The Company shall promptly on demand pay the Agent, the Arranger and
the Security Trustee the amount of all costs and expenses (including
legal fees) reasonably incurred by any of them in connection with the
negotiation, preparation, printing and execution of this Agreement and
any other documents referred to in this Agreement.
9.2 ENFORCEMENT COSTS
The Company shall, within three Business Days of demand, pay to each
Finance Party the amount of all costs and expenses (including legal
fees) incurred by that Finance Party in connection with the
enforcement of, or the preservation of any rights under, this
Agreement.
9.3 STAMP TAXES
The Company shall pay and, within three Business Days of demand,
indemnify each Finance Party against any cost, loss or liability that
Finance Party incurs in relation to all stamp duty, registration and
other similar Taxes payable in respect of this Agreement.
10. CONSENTS AND WAIVERS
10.1 CONSENT AND WAIVER
The Company, each other Obligor, the Arranger, the Existing Lenders
and the Agent each:
(a) consent to the New Lenders becoming Lenders; and
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(b) waive the requirements of Clause 26 (Changes to the Lenders)
of the Original Facility Agreement for the purposes of this
Agreement and for the transfer by novation effected pursuant
to this Agreement.
10.2 FURTHER ASSURANCE
Each Obligor shall, at the request of the Agent and at its own
expense, do all such acts and things necessary or desirable to give
effect to the amendments effected or to be effected pursuant to this
Agreement.
10.3 AGENT'S WAIVER
The Agent waives the requirement for the payment of the fee referred
to in Clause 26.3 (Assignment or transfer fee) of the Original
Facility Agreement in respect of the transfers by novation effected
pursuant to this Agreement.
11. INDEMNITY
11.1 INDEMNITY FOR NEW LENDERS
If, as a result of the operation of Clause 2 (Conditions Precedent),
the transfer by novation contemplated by Clause 4 (Transfer by
Novation) is not effective on the Effective Date, the Company shall,
within three Business Days of demand, indemnify each New Lender
against any cost, loss or liability incurred by that New Lender as a
result of funding or making arrangements to fund the portion of any
Loan which would otherwise have been transferred to such New Lender in
accordance with Clause 4 (Transfer by Novation).
12. MISCELLANEOUS
12.1 INCORPORATION OF TERMS
The provisions of Clause 35 (Notices), Clause 37 (Partial invalidity),
Clause 38 (Remedies and waivers), Clause 41 (USA Patriot Act), Clause
43 (Enforcement) and Clause 44 (Waiver of Jury Trial) of the Original
Facility Agreement shall be incorporated into this Agreement as if set
out in full in this Agreement and as if references in those clauses to
"this Agreement" or "the Finance Documents" are references to this
Agreement and as if references in those clauses to "Party" and
"Lender" include the New Lenders.
12.2 COUNTERPARTS
This Agreement may be executed in any number of counterparts, and this
has the same effect as if the signatures on the counterparts were on a
single copy of this Agreement.
13. GOVERNING LAW
This Agreement is governed by English law.
THIS AGREEMENT HAS BEEN ENTERED INTO ON THE DATE STATED AT THE BEGINNING OF
THIS AGREEMENT.
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SIGNATURES
THE COMPANY
FLEXSYS HOLDING B.V.
By: /s/ ▇▇▇▇▇▇ Kymmell
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▇▇▇▇▇▇ KYMMELL
Address: 51010 Zutphenseweg
NL-7418 ▇▇ ▇▇▇▇▇▇▇▇
The Netherlands
Fax: ▇▇▇ ▇ ▇▇▇ ▇▇ ▇▇
THE BORROWERS
FLEXSYS HOLDING B.V.
By: /s/ ▇▇▇▇▇▇ Kymmell
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▇▇▇▇▇▇ KYMMELL
Address: 51010 Zutphenseweg
NL-7418 ▇▇ ▇▇▇▇▇▇▇▇
The Netherlands
Fax: ▇▇▇ ▇ ▇▇▇ ▇▇ ▇▇
FLEXSYS VERWALTUNGS- UND BETEILIGUNGS GMBH
By: /s/ ▇▇▇▇▇▇ Kymmell /s/ ▇▇▇▇-▇▇▇▇▇▇ ▇▇▇▇▇
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▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇-▇▇▇▇▇▇ ▇▇▇▇▇
Address: Grosse ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇-▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇
▇-▇▇▇▇▇ ▇▇▇▇▇▇▇▇/▇▇▇▇▇
▇▇▇▇▇▇▇
Fax: ▇▇▇ ▇ ▇▇▇ ▇▇ ▇▇
FLEXSYS AMERICA L.P.
By: Flexsys America Co., its General Partner
By: /s/ ▇▇▇▇▇▇ Kymmell
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Name: ▇▇▇▇▇▇ KYMMELL
Title: OFFICER
Address: ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇.▇. ▇▇▇ ▇▇▇▇, ▇▇▇▇▇
▇▇ ▇▇▇▇▇-▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇ of America
Fax: ▇▇▇ ▇ ▇▇▇ ▇▇ ▇▇
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FLEXSYS CO-ORDINATION CENTRE N.V.
By: /s/ ▇▇▇▇▇▇ Kymmell
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▇▇▇▇▇▇ KYMMELL
Address: Woluwe Gardens, ▇▇▇▇▇▇▇▇▇ ▇▇/▇
▇▇▇▇ ▇▇▇▇-▇▇▇▇▇▇▇-▇▇▇▇▇▇/▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇
Fax: ▇▇▇ ▇ ▇▇▇ ▇▇ ▇▇
FLEXSYS N.V.
By: /s/ ▇▇▇▇▇▇ Kymmell
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▇▇▇▇▇▇ KYMMELL
Address: Woluwe Gardens, ▇▇▇▇▇▇▇▇▇ ▇▇/▇
▇▇▇▇ ▇▇▇▇-▇▇▇▇▇▇▇-▇▇▇▇▇▇/▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇
Fax: ▇▇▇ ▇ ▇▇▇ ▇▇ ▇▇
FLEXSYS RUBBER CHEMICALS LTD
By: /s/ ▇▇▇▇▇▇ Kymmell
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▇▇▇▇▇▇ KYMMELL
Address: Ruabon Works, ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇ ▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Fax: ▇▇▇ ▇ ▇▇▇ ▇▇ ▇▇
THE GUARANTORS
FLEXSYS HOLDING B.V.
By: /s/ ▇▇▇▇▇▇ Kymmell
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▇▇▇▇▇▇ KYMMELL
Address: 51010 Zutphenseweg
NL-7418 ▇▇ ▇▇▇▇▇▇▇▇
The Netherlands
Fax: ▇▇▇ ▇ ▇▇▇ ▇▇ ▇▇
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FLEXSYS K.K.
By: /s/ ▇▇▇▇▇▇ Kymmell
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▇▇▇▇▇▇ KYMMELL
Address: ▇▇-▇, ▇▇▇▇ ▇▇▇▇▇ ▇-▇▇▇▇▇
▇▇▇▇▇▇▇-▇▇ ▇▇▇▇▇
▇▇▇▇▇
Fax: ▇▇▇ ▇ ▇▇▇ ▇▇ ▇▇
FLEXSYS VERWALTUNGS- UND BETEILIGUNGS GMBH
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇-▇▇▇▇▇▇ ▇▇▇▇▇
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▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇-▇▇▇▇▇▇ ▇▇▇▇▇
Address: Grosse ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇-▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇
▇-▇▇▇▇▇ ▇▇▇▇▇▇▇▇/▇▇▇▇▇
▇▇▇▇▇▇▇
Fax: ▇▇▇ ▇ ▇▇▇ ▇▇ ▇▇
FLEXSYS AMERICA L.P.
By: Flexsys America Co., its General Partner
By: /s/ ▇▇▇▇▇▇ Kymmell
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Name: ▇▇▇▇▇▇ KYMMELL
Title: OFFICER
Address: ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇.▇. ▇▇▇ ▇▇▇▇, ▇▇▇▇▇
▇▇ ▇▇▇▇▇-▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇ of America
Fax: ▇▇▇ ▇ ▇▇▇ ▇▇ ▇▇
FLEXSYS CO-ORDINATION CENTRE N.V.
By: /s/ ▇▇▇▇▇▇ Kymmell
------------------
▇▇▇▇▇▇ KYMMELL
Address: Woluwe Gardens, ▇▇▇▇▇▇▇▇▇ ▇▇/▇
▇▇▇▇ ▇▇▇▇-▇▇▇▇▇▇▇-▇▇▇▇▇▇/▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇
Fax: ▇▇▇ ▇ ▇▇▇ ▇▇ ▇▇
-13-
CONFORMED COPY
FLEXSYS N.V.
By: /s/ ▇▇▇▇▇▇ Kymmell
------------------
▇▇▇▇▇▇ KYMMELL
Address: Woluwe Gardens, ▇▇▇▇▇▇▇▇▇ ▇▇/▇
▇▇▇▇ ▇▇▇▇-▇▇▇▇▇▇▇-▇▇▇▇▇▇/▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇
Fax: ▇▇▇ ▇ ▇▇▇ ▇▇ ▇▇
FLEXSYS RUBBER CHEMICALS LTD
By: /s/ ▇▇▇▇▇▇ Kymmell
------------------
▇▇▇▇▇▇ KYMMELL
Address: Ruabon Works, ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇ ▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Fax: ▇▇▇ ▇ ▇▇▇ ▇▇ ▇▇
FLEXSYS INDUSTRIA E COMERCIO LTDA
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ /s/ ▇▇▇▇▇▇ Caratori Paes ▇▇ ▇▇▇▇▇▇▇
-------------------- -----------------------------------
HIROAKI ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ CARATORI PAES ▇▇ ▇▇▇▇▇▇▇
Address: Avendida Atlantica ▇▇. ▇▇▇
▇▇▇ ▇▇▇▇▇-▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, ▇▇
▇▇▇▇▇▇
Fax: ▇▇▇ ▇ ▇▇▇ ▇▇ ▇▇
FLEXSYS VERKAUF GMBH
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇-▇▇▇▇▇▇ ▇▇▇▇▇
------------------ -----------------
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇-▇▇▇▇▇▇ ▇▇▇▇▇
Address: Grosse ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇-▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇
▇-▇▇▇▇▇ ▇▇▇▇▇▇▇▇/▇▇▇▇▇
▇▇▇▇▇▇▇
Fax: ▇▇▇ ▇ ▇▇▇ ▇▇ ▇▇
FLEXSYS CHEMICALS (M) SDN. BHD.
By: /s/ ▇▇▇▇▇▇ Kymmell
------------------
▇▇▇▇▇▇ KYMMELL
Address: ▇▇. ▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇,
▇▇▇▇▇ ▇▇ ▇/▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇
Fax: ▇▇▇ ▇ ▇▇▇ ▇▇ ▇▇
-14-
CONFORMED COPY
THE AGENT
KBC BANK N.V.
By: /s/ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇
----------------------
▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇
Address: ▇▇▇▇▇▇▇▇/▇▇▇
▇▇▇▇▇▇▇▇▇ ▇▇
▇-▇▇▇▇
▇▇▇▇▇▇▇▇
Fax: ▇▇▇ ▇▇▇▇ ▇▇▇▇
Attention: ▇▇▇▇ ▇▇ ▇▇▇▇▇▇/▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇
THE ARRANGERS
KBC BANK N.V.
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇
------------------ -----------------
▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇
Address: ▇▇▇▇▇▇▇▇/▇▇▇
▇▇▇▇▇▇▇▇▇ ▇▇
▇-▇▇▇▇
▇▇▇▇▇▇▇▇
Fax: ▇▇▇ ▇▇▇▇ ▇▇▇▇
Attention: ▇▇▇▇ ▇▇ ▇▇▇▇▇▇/▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇
CITIGROUP GLOBAL MARKETS LIMITED
By: /s/ ▇▇▇▇ ▇▇▇▇▇
--------------
▇▇▇▇ ▇▇▇▇▇
Address: Citigroup Centre
▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇ ▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Fax: ▇▇▇ (▇)▇▇▇ ▇▇▇ ▇▇▇▇
Attention: ▇▇▇▇ ▇▇▇▇▇
-15-
CONFORMED COPY
THE SECURITY TRUSTEE
KBC BANK N.V.
By: /s/ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇
---------------------
▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇
Address: ▇▇▇▇▇▇▇▇/▇▇▇
▇▇▇▇▇▇▇▇▇ ▇▇
▇-▇▇▇▇
▇▇▇▇▇▇▇▇
Fax: ▇▇▇ ▇▇▇▇ ▇▇▇▇
Attention: ▇▇▇▇ ▇▇ ▇▇▇▇▇▇/▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇
THE EXISTING LENDERS
KBC BANK N.V.
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇
------------------ -----------------
▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇
Address: ▇▇▇▇▇▇▇▇/▇▇▇
▇▇▇▇▇▇▇▇▇ ▇▇
▇-▇▇▇▇
▇▇▇▇▇▇▇▇
Fax: ▇▇▇ ▇▇▇▇ ▇▇▇▇
Attention: ▇▇▇▇ ▇▇ ▇▇▇▇▇▇/▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇
CITIBANK, N.A.
By: /s/ ▇▇▇▇ ▇▇▇▇▇
--------------
▇▇▇▇ ▇▇▇▇▇
Address: ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇
▇▇ ▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇ of America
Fax: ▇▇▇ (▇)▇▇▇ ▇▇▇ ▇▇▇▇
Attention: ▇▇▇ ▇▇▇▇▇▇▇
-16-
CONFORMED COPY
CITIBANK, N.A., LONDON BRANCH
By: /s/ ▇▇▇▇ ▇▇▇▇▇
--------------
▇▇▇▇ ▇▇▇▇▇
Address: Citigroup Centre
▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇ ▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Fax: ▇▇▇ (▇)▇▇▇ ▇▇▇ ▇▇▇▇
Attention: ▇▇▇▇ ▇▇▇▇▇
THE NEW LENDERS
ABN AMRO BANK N.V., BRUSSELS
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇ /s/ Wim Goossers
--------------- ----------------
▇▇▇▇ ▇▇▇▇▇▇ WIM GOOSSERS
Address: ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇
▇-▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇
Fax: ▇▇▇ ▇▇▇▇ ▇▇▇▇
Attention: ▇▇▇▇ ▇▇▇▇▇▇
BANCA MONTE PASCHI ▇▇▇▇▇▇ ▇.▇.
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ /s/ Alessandro Lami
------------------ -------------------
LUIGI MACCHIOLA ALESSANDRO LAMI
Address: ▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇
▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇
Fax: ▇▇▇ ▇ ▇▇▇ ▇▇▇▇/▇▇▇ ▇ ▇▇▇ ▇▇▇▇
Attention: ▇▇▇▇▇ ▇▇▇▇▇▇▇/▇▇▇▇▇ Craps
BANQUE LBLUX S.A.
By: /s/ H. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
------------------------ -------------------
H. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Address: ▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇-▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇
Fax: ▇▇▇ ▇ ▇▇▇▇▇ ▇▇▇▇
Attention: ▇▇▇▇▇▇▇ ▇▇▇▇▇/▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
-17-
CONFORMED COPY
BNP PARIBAS S.A.
BELGIUM BRANCH
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇ /s/ Didier Mahout
---------------- -----------------
▇▇▇▇ ▇▇▇▇▇▇▇ DIDIER MAHOUT
Address: ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇
▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇
Fax: ▇▇▇ ▇▇▇▇ ▇▇▇▇
Attention: ▇▇▇▇▇▇▇ ▇▇▇▇▇/▇▇▇▇▇▇▇ Pietercil and Annick De Cock
COMMERZBANK INTERNATIONAL S.A. LUXEMBOURG
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ /s/ ▇▇▇▇▇▇▇ ▇▇▇▇
-------------------- ----------------
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇
Address: ▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
▇-▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇
Fax: ▇▇▇ ▇▇▇▇ ▇▇▇▇/▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇
Attention: Alain Seconde/▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇
DEUTSCHE BANK A.G. NEW YORK BRANCH
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
------------------ -----------------
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇
Address: ▇▇ ▇▇▇▇ ▇▇▇▇▇▇ MSNYC 60-0208
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
The United States of America
Fax: ▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇
Attention: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇/▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
DEXIA BANK BELGIUM N.V./ S.A.
By: /s/ ▇▇▇▇▇▇ Reveillon /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
-------------------- -------------------
▇▇▇▇▇▇ REVEILLON ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
Address: ▇▇▇▇▇▇▇▇▇▇▇ ▇▇
▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇
Fax: ▇▇▇ ▇ ▇▇▇ ▇▇▇▇
Attention: ▇▇▇▇▇▇ Reveillon/▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
-18-
CONFORMED COPY
FIFTH THIRD BANK
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
---------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Address: ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
The United States of America
Fax: ▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇
Attention: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
FORTIS BANK S.A./N.V.
By: /s/ Hans de Langhe /s/ ▇▇▇▇▇▇ ▇▇▇▇▇
------------------ ----------------
HANS DE LANGHE ▇▇▇▇▇▇ ▇▇▇▇▇
Address: ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇ ▇ - ▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇
Fax: ▇▇▇ ▇▇▇▇ ▇▇▇▇
Attention: ▇▇▇▇▇ de Flines
FORTIS BANK (NEDERLAND) N.V.
AS FACILITY OFFICE OF FORTIS BANK S.A./N.V FOR THE PURPOSE OF PARTICIPATING IN
A LOAN TO FLEXSYS RUBBER CHEMICALS LTD AND/OR FLEXSYS AMERICA L.P. PURSUANT TO
CLAUSE 2.3 OF THE RESTATED AGREEMENT.
By: /s/ ▇. ▇▇▇▇▇▇ /s/ R. Klaasman
------------- ---------------
▇. ▇▇▇▇▇▇ R. KLAASMAN
Address: ▇▇▇▇▇▇▇▇▇▇ ▇▇
▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇
The Netherlands
Fax: ▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇
Attention: ▇▇▇▇ ▇▇▇▇▇▇
ING BELGIUM S.A./N.V.
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
------------------
▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Address: ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇
Fax: ▇▇▇ ▇▇▇▇ ▇▇▇▇/▇▇▇ ▇▇▇▇ ▇▇▇▇
Attention: Carolien D'Hauwers/▇▇▇▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇
-19-
CONFORMED COPY
MIZUHO CORPORATE BANK NEDERLAND N.V.
By: /s/ ▇. ▇▇▇▇▇ /s/ ▇. ▇▇▇▇▇▇▇▇▇
------------ ----------------
▇. ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Address: ▇▇▇▇▇▇▇▇▇▇ ▇▇▇
▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇
Fax: ▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇
Attention: ▇▇▇▇▇▇ ▇▇▇▇▇▇
-----------------------------------------------------------------------------
Witnesses:-
1. /s/ M. Blacnaflor 2. /s/ D. Taswin
-------------------- ----------------
Name: ▇. ▇▇▇▇▇▇▇▇▇▇ Name: D. TASWIN
ID: N/A ID: N/A
-----------------------------------------------------------------------------
Documentary duty of EUR 0.15 per original paid by bank transfer from ▇▇▇▇▇▇▇▇
Chance on 12 January 2007. Droit d'ecriture de 0,15 euro par original paye par
transfert bancaire de Clifford Chance le 12 janvier 2007. Recht op geschriften
van 0,15 euro per origineel betaald per overschrijving door ▇▇▇▇▇▇▇▇ Chance op
12 januari 2007.
-20-
